Changchai Company Limited(000570)
Independent director system (it has been deliberated and approved at the 12th meeting of the ninth session of the board of directors and needs to be deliberated and approved at the 2021 annual general meeting of shareholders)
April 13, 2022
catalogue
Chapter I General Provisions Chapter II independence of independent directors Chapter III Conditions of appointment of independent directors Chapter IV nomination, election and replacement of independent directors Chapter V functions and powers of independent directors Chapter VII Guarantee of independent directors’ performance of duties 8 Chapter VIII Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Changchai Company Limited(000570) (hereinafter referred to as “the company”), effectively protect the interests of minority shareholders and stakeholders and promote the standardized operation of the company, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in accordance with the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the governance standards of listed companies, the guidelines for the performance of duties of independent directors of listed companies (revised in 2020), the articles of association and other relevant provisions, and in combination with the actual situation of the company.
Article 2 an independent director refers to a director who does not hold any position other than an independent director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 the members of the board of directors of the company shall include at least one-third of the independent directors. The board of directors of the company shall set up special committees for remuneration and assessment and audit. Independent directors shall account for the majority of the members of the audit committee and remuneration and assessment committee and act as the convener.
Article 4 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, these rules and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Chapter II independence of independent directors
Article 5 independent directors must be independent.
Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company. In principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties.
Article 6 the following persons shall not serve as independent directors:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.); (II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who hold posts in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel providing financial, legal and consulting services for the company or its subsidiaries; (VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Chapter III Conditions of appointment of independent directors
Article 7 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers. Article 8 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions;
(II) have the independence required in Chapter II of this system;
(III) have basic knowledge of the company’s operation and be familiar with relevant laws, administrative regulations and rules
(IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
Independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the provisions.
Chapter IV nomination, election and replacement of independent directors
Article 9 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and standards. Article 10 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders. Article 11 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Article 12 before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the relevant contents in accordance with Article 11 of these rules, and submit the relevant materials of all nominees to the stock exchange. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Article 13 the members of the board of directors of the company shall include at least one-third of the independent directors, and the independent directors shall include at least one accounting professional (referring to the person with senior professional title or certified public accountant qualification).
Article 14 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 15 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 16 before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 17 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
Article 18 If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the rules for independent directors of listed companies due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 19 If the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, resulting in the proportion of independent directors of the company being lower than the minimum requirements specified in the guiding opinions, the company shall supplement the number of independent directors as required.
Chapter V functions and powers of independent directors
Article 20 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions. Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 21 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company shall also give independent directors the following special functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be approved by independent directors in advance; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) propose to convene the board of directors;
(V) solicit voting rights from shareholders in public before the general meeting of shareholders is held;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
When exercising the functions and powers in items (I) to (V) of the preceding paragraph, independent directors shall obtain the consent of more than half of all independent directors; The exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree. If the proposals listed in the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 22 the board of directors of the company shall set up an audit committee, a strategic development committee and a remuneration and assessment committee. Independent directors shall serve in each committee. At least one independent director in the audit committee shall be an accounting professional.
Article 23 in addition to performing the above duties, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) whether the total amount of loans or other effective measures taken by the controlling shareholders of the company against the current company or its affiliates are higher than 3 million yuan or 5% of the actual net asset value of the company;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) matters requiring independent directors to express opinions by securities regulatory authorities and stock exchanges; (VII) matters requiring independent directors to express opinions in laws, regulations and normative documents; (VIII) other matters deemed necessary by independent directors.
Article 24 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 25 If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Chapter VI guarantee for the performance of independent directors
Article 26 the company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
Article 27 the company shall provide the working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall handle the announcement in time.
Article 28 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 29 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 30 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, reviewed and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 31 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII supplementary provisions
Article 32 in case of any conflict between this system and the relevant laws and regulations of the state, the relevant laws and regulations of the State shall prevail.
Article 33 the system shall be formulated and interpreted by the board of directors of the company.
Article 34 the system shall be implemented after being approved by the general meeting of shareholders of the company.
Changchai Company Limited(000570) April 13, 2022
